Common use of Conditions to Obligation to Close Clause in Contracts

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTAM Mallard LLC, a Delaware limited liability company (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTAM Mallard LLCGTIS LGI I LP, a Delaware limited liability company partnership (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 40 Section 7.01 Conditions to Obligations of Each Party’s Obligation 21 6.2 Party Under This Agreement 40 Section 7.02 Additional Conditions to Buyer’s Obligation 21 6.3 Obligations of Parent and Merger Sub 41 Section 7.03 Additional Conditions to Seller’s Obligation 22 Obligations of the Company 42 ARTICLE 7. 8 TERMINATION 22 7.1 43 Section 8.01 Termination of Agreement 22 7.2 43 Section 8.02 Effect of Termination 23 43 ARTICLE 8. 9 INDEMNIFICATION 23 8.1 44 Section 9.01 Indemnification of Parent by Resort to Escrow 44 Section 9.02 Indemnification by Parent 44 Section 9.03 Third Party Claims 44 Section 9.04 Payment of Claims 46 Section 9.05 Limitations on Indemnification 47 Section 9.06 Exclusive Remedy 47 Section 9.07 Effect of Insurance, Taxes and Other Recoveries 47 Section 9.08 No Double Recovery 48 Section 9.09 Survival of Representations Representations, Warranties and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 Covenants 48 ARTICLE 9. 10 MISCELLANEOUS 26 9.1 49 Section 10.01 Expenses 49 Section 10.02 No Third-Party Beneficiaries 26 9.2 49 Section 10.03 Entire Agreement 26 9.3 49 Section 10.04 Incorporation of Exhibits and Schedules 49 Section 10.05 Succession and Assignment 26 9.4 50 TABLE OF CONTENTS (continued) Page Section 10.06 Counterparts 26 9.5 and Facsimile Signatures 50 Section 10.07 Headings 26 9.6 50 Section 10.08 Notices 26 9.7 50 Section 10.09 Governing Law 27 9.8 51 Section 10.10 Jurisdiction; Waiver of Jury Trial 27 9.9 51 Section 10.11 Amendments and Waivers 28 9.10 52 Section 10.12 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 52 Section 10.13 Construction 52 Section 10.14 Acknowledgements by Parent and Merger Sub 52 Section 10.15 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 53 Exhibits Exhibit A Purchase Price Calculation Voting Agreement Exhibit B Form Articles of Assignment Incorporation of Surviving Corporation Exhibit C Bylaws of Surviving Corporation Exhibit D Escrow Agreement Exhibit C Form E Closing Promissory Note Exhibit F Letter of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE Transmittal AGREEMENT This Purchase Agreement AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on August 28as of November 15, 2013, 2007 by and between GTAM Mallard LLCamong (i) XxXxxxxx Xxxxxxx Inc., a Delaware limited liability company Virginia corporation (the “SellerCompany”), and LGI Homes, Inc.(ii) ManTech International Corporation, a Delaware corporation (“BuyerParent”), (iii) Spyglass Acquisition Corporation, a Virginia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and (iv) solely in the capacity as the Representative as specified in Section 2.10, Xxxxxxx Xxxxxx (the “Representative”). Seller Parent, Merger Sub and Buyer the Company are referred to together herein collectively as the “Parties” or individually as a “Party.”

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 27 28 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTAM Mallard LLCGTIS LGI LP, a Delaware limited liability company partnership (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 32 8.1 Conditions to Each Party’s Obligation 21 6.2 Additional of Buyer 32 8.2 Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 of Sellers 34 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 IX: ESCROW 35 ARTICLE 8. X: INDEMNIFICATION 23 8.1 35 10.1 Survival of Representations and Warranties 23 8.2 35 10.2 Indemnification by Sellers and Seller 23 8.3 Parties 36 10.3 Indemnification by Buyer 24 8.4 and Parent 36 10.4 Payment 37 10.5 Survival of Representations, Warranties and Covenants; Time Limitations; Indemnity Periods 37 10.6 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization Amount of Indemnification Payments 25 8.7 Remedies; Liability 38 10.7 Third-Party Claims 38 10.8 Other Claims 40 10.9 Reduction by Insurance Proceeds 40 10.10 Exclusive Remedy 25 40 ARTICLE 9. MISCELLANEOUS 26 9.1 XI: GENERAL PROVISIONS 41 11.1 Expenses 41 11.2 Public Announcements 41 11.3 Notices 41 11.4 Governing Law 42 11.5 Dispute Resolution 42 11.6 Further Assurances 42 11.7 Waiver; Remedies Cumulative 43 11.8 Entire Agreement and Modification 43 11.9 Assignments, Successors and No Third-Party Beneficiaries 26 9.2 Entire Rights 43 11.10 Severability 43 11.11 Construction 43 11.12 Execution of Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver 43 11.13 Time of Jury Trial 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation Essence 44 11.14 Preservation of Exhibits 30 Exhibits Electronic Materials 44 Exhibit A Purchase Price Calculation Xxxx of Sale and Assignments Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Employment Documents Exhibit D Employment Arrangement with Xxx Xxxxxxx Exhibit E Assumption Agreement Exhibit D Form of Contribution Agreement F Draft Press Release Exhibit G Amendment to Real Estate Lease ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is entered into on August 28July , 20132012, by and between GTAM Mallard LLC, a Delaware limited liability company (“Seller”), and LGI Homesamong PCTelWorx, Inc., a Delaware corporation (“Buyer”), Buyer’s parent company, PCTEL, Inc., a Delaware corporation, (“Parent”), and TelWorx Communications, LLC, a North Carolina limited liability company (“TelWorx”), TelWorx U.K. Limited, a company formed in the United Kingdom (“TelWorx UK”), TowerWorx LLC, an Oklahoma limited liability company (“TowerWorx”), and TowerWorx International, Inc., a North Carolina corporation (“TowerWorx Intl”) (collectively, the “Sellers”). Seller Buyer and Buyer Sellers are referred to together collectively herein as the “Parties” and individually herein as a “Party.” Xxx Xxxxxxx and Xxxxxx Xxxxxxx (“Seller Parties”) are additional Parties hereto for the limited purpose of Articles V and X below.

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 23 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 27 9.1 No Third-Party Beneficiaries 26 27 9.2 Entire Agreement 26 27 9.3 Succession and Assignment 26 27 9.4 Counterparts 26 27 9.5 Headings 26 27 9.6 Notices 26 27 9.7 Governing Law 27 9.8 Waiver of Jury Trial 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 28 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTAM Mallard LLC[NAME OF GTIS ENTITY], a Delaware limited [partnership] [liability company company] (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”